Citic Securities Company Limited(600030)
About the temporary use of Zhe Jiang Taihua New Material Co.Ltd(603055) Materials Co., Ltd
Verification opinions on cash management of idle raised funds
Citic Securities Company Limited(600030) (hereinafter referred to as “sponsor” and ” Citic Securities Company Limited(600030) “) as a sponsor for public issuance and listing of convertible corporate bonds by Taihua new materials Co., Ltd. (hereinafter referred to as ” Zhe Jiang Taihua New Material Co.Ltd(603055) ” or “company” or “listed company”), in accordance with the administrative measures for securities issuance and listing sponsor business According to the requirements of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of Shanghai Stock Exchange, the cash management of some idle raised funds used by Zhe Jiang Taihua New Material Co.Ltd(603055) has been carefully verified, as follows: 1 Basic information of the raised funds
Approved by the reply on approving Zhe Jiang Taihua New Material Co.Ltd(603055) public issuance of convertible corporate bonds (zjxk [2021] No. 2109) of China Securities Regulatory Commission, the company publicly issued 6 million convertible corporate bonds (hereinafter referred to as “convertible bonds”), with a face value of 100 yuan each and a total raised capital of 600 million yuan, After deducting the issuance expenses of 7.9745 million yuan (excluding tax), the net amount of funds actually raised was 59.20255 million yuan. The balance of the above raised funds after deducting the recommendation and underwriting fee was remitted to the special account for raised funds of convertible bonds established by the company on January 5, 2022. Zhonghui Certified Public Accountants (special general partnership) verified the availability of the raised funds and issued the verification report on the availability of raised funds of convertible corporate bonds (zhhyy [2022] No. 0006).
The company has adopted a special account for the raised funds and signed a tripartite supervision agreement with the sponsor and the deposit bank. 2、 Basic information of cash management by temporarily idle raised funds of some convertible bonds (I) management purpose
In order to improve the use efficiency of funds and make rational use of idle raised funds, some temporarily idle raised funds are used for cash management without affecting the construction of raised investment projects and normal business operations of the company, so as to increase the company’s income and protect the interests of shareholders of the company.
(II) investment quota
The company plans to use the temporarily idle raised funds with a total amount of no more than RMB 60 million for cash management. Within the above limit, the funds can be recycled and used on a rolling basis.
(III) investment varieties
In order to control risks, the company uses temporarily idle raised funds to purchase financial products or deposit products with high safety, good liquidity and breakeven agreement. The term of investment products shall not exceed 12 months. The above investment varieties do not involve securities investment and shall not be used for bank financial management or trust products for the purpose of stocks and their derivatives, securities investment funds and securities investment and unsecured creditor’s rights as the investment object.
(IV) validity period of investment resolution
It shall be valid within 12 months from the date of deliberation and adoption at the 15th meeting of the Fourth Board of directors of the company. The idle raised funds shall be returned to the raised funds account after the expiration of cash management.
(V) implementation mode
The board of directors of the company authorizes the general manager to exercise the investment decision-making power and sign relevant contract documents within the above limit and period, including but not limited to: selecting a qualified professional financial institution as the trustee, specifying the amount and period of entrusted financial management, selecting the variety of entrusted financial management products, signing contracts and agreements, etc.
(VI) information disclosure
After purchasing financial products or structured deposits, the company will timely perform the obligation of information disclosure in accordance with the requirements of relevant laws and regulations such as the stock listing rules of Shanghai Stock Exchange, including the amount, term and income of the purchase of financial products. 3、 Risk control measures
The company purchases financial products or deposit products with high security and good liquidity from financial institutions with a product term of no more than 12 months and a break even agreement. The investment risk is small and within the company’s control; The company shall establish and improve the approval and implementation procedures for purchasing financial products in accordance with the principle of separation of decision-making, implementation and supervision functions, so as to ensure the effective development and standardized operation of cash management matters and the safety of financial funds; Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and may hire professional institutions to audit when necessary. 4、 Impact on the daily operation of the company
The use of some temporarily idle raised funds for cash management is implemented on the premise of ensuring the normal operation of the investment projects with raised funds and ensuring the safety of the raised funds, which will not affect the normal construction of the company’s investment projects with raised funds and the normal development of the company’s main business; At the same time, it is conducive to improving the use efficiency of raised funds, increasing capital income and seeking more return on investment for the company and shareholders. 5、 Review procedure
On January 11, 2021, the company held the 15th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors, respectively considered and adopted the proposal on cash management with idle raised funds, and the independent directors gave their consent, which met the regulatory requirements of China Securities Regulatory Commission and Shanghai Stock exchange. 6、 Verification opinions of the recommendation institution
The company’s cash management of some temporarily idle raised funds has been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors have expressed their consent and fulfilled the necessary approval procedures. This matter is conducive to improving the use efficiency of funds and obtaining certain investment income, and does not affect the normal progress of investment projects with raised funds, There is no disguised change in the investment direction of the raised funds and damage to the interests of shareholders, which is in line with the stock listing rules of Shanghai Stock Exchange and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies The provisions of relevant regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation. The recommendation institution has no objection to the cash management of some temporarily idle raised funds of the company.
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